Like almost everyone else, I was blown away by Guardians of the Galaxy back in 2014, and I have been eagerly awaiting writer/director James Gunn’s follow-up. Three years later, it’s here, and it does not disappoint. Guardians of the Galaxy vol. 2 is visually astounding, extremely funny, and the film finds a way to deepen our understanding of and affection for pretty much every single one of its large cast of characters. I’m not sure what more anyone could want!

The film picks up a little while after the end of the first film, with the Guardians working as heroes-for-hire (see what I did there?). But when Rocket double-crosses their golden-skinned, perfect-looking employers called the Sovereign, the Sovereign exact fierce retribution that leaves the Guardian’s ship (the Milano) destroyed and the gang marooned. To the rescue arrives Ego, the celestial being who is, apparently, Peter Quill’s real father. Quill soon finds himself torn between his biological father and his adopted family. Meanwhile, all sorts of other enemies threaten to tear the motley Guardians crew apart. Gamora’s sister Nebula tracks her down, seeking vengeance. Rocket and Baby Groot find themselves captured by the Ravagers, who have mutinied against their former Captain Yondu. And, in the end, once again, the fate of the galaxy rests in their unlikely hands.

Whereas the Marvel cinematic universe has made an art out of creating interconnected films, what’s remarkable about Guardians vol. 2 is how stand-alone it is. Thanos is mentioned a few times as Gamora and Nebula fight about their shared torturous childhood being raised by that monster, but otherwise Guardians vol. 2 is surprisingly separate from the way the Marvel movies have been building towards Infinity War. It’s a surprising choice, but it pays off well, allowing this film to be able to dig deeply into this cast of characters without having to sacrifice valuable time towards pitching future movies.

In the paragraph above, I described some of the film’s plot, but in another surprising choice, Guardians vol. 2 is pleasantly light on plot. For the most part, the structure of this film is something of an extended “hang” with all of the characters who we loved so much in the first Guardians film. Here, too, this could easily be a weakness, but James Gunn and his team turn it into a strength. First of all, this cast of actors are so terrific, and they have created such wonderful characters, that it’s a joy just to watch them bounce off of one another. There are a number of scenes in the film that have a somewhat “shaggy” feel, as if either at the writing stage or the performance stage, Mr. Gunn and this team just couldn’t help themselves from allowing scenes between these characters to keep going just to see what fun stuff would happen. There are all sorts of comic digressions in the film that aren’t plot-focused, but a) are important for expanding the characters, and b) are just damn funny. (A few of the biggest laugh lines from the trailers, such as Drax’s “do you need a hug?” moment with Quill, are surprisingly not in the finished film. I am guessing, but this suggests to me that the filmmakers were interested in exploring these sorts of comically playful moments, even if some of them had no place in the final finished movie. If I am wrong and everything in the finished film was carefully planned and scripted out, then I only have more compliments to pay to Mr. Gunn for his impeccable craftsmanship.)

What impresses me the most about the film is the way that the film explores its characters. Probably the biggest surprise on this score is what the film does with Yondu (Michael Rooker). Mr. Rooker was terrific in the first film, but wow does he knock it out of the park here. From the film’s promotional materials, which made it look like Yondu and Nebula were going to join the Guardians, I was worried that they were going to sand the edges off of these two interesting, villainous characters from the first film. Thank heaven that doesn’t happen. I loved the way this film explored Yondu’s past, and his deeper-than-we’d-thought connections to Quill. He’s still a mean son of a bitch, but the film allows Yondu to have all sorts of fascinating shades that turn him into perhaps the film’s most interesting, compelling character.

Nebula (Karen Gillan) is also explored far more than she was in the first film. In my review, I wrote “Hopefully we’ll get more of the Nebula-Gamora dynamic in a sequel” and boy, did Mr. Gunn deliver. I was fascinated by the film’s exploration of Nebula & Gamora’s complicated relationship. Nebula was a one-note villain in the first film, but here she is given far more shades of gray. Her speech about the ways Thanos would torture her each time she lost a fight to her sister Gamora is heartbreaking.

As for the main Guardians, they’re all still great, of course!! What a difference a few years have made for Chris Pratt. When the first Guardians of the Galaxy was released, it was a huge announcement of his ability to carry a movie. Now, he’s a well-established movie-star, and this film reminds you why. He brings great humor and charisma and heart to the role of Peter Quill, allowing him to be heroic without becoming a perfect Captain America-like hero. (Quill does wind up being a little more passive in the story than I had expected; I’d thought there would be more time spent seeing him wrestle with the path laid out by his father and the life he’d built for himself with the Guardians. Instead, he goes from blindly happy to mind-controlled to pissed off very quickly, and most of the big dramatic choices are made by the other characters in the film.)

Dave Bautista is once again so much fun as Drax. They’ve made Drax into a more conventional comic relief character in this film. Drax was certainly very funny in the first Guardians, but there was more darkness there as we saw him struggling with his grief for his murdered family. Here, almost every line he has in the film is meant to be a laugh-line. I could complain, but since he’s just so much fun it’s hard to be too upset about this! Mr. Bautista’s comic timing is tremendous.

Rocket, meanwhile, goes to a darker place in this film, as we see his selfishness and insecurity combine to push away, at times, the members of this new family he has found for himself. Bradley cooper once again does extraordinary work to bring Rocket to life, and the CGI work is perfection. There is never a moment in the film in which Rocket does not feel 100% real.

Same goes for Baby Groot, again voiced by Vin Diesel. This is a very different Groot than we saw in the first film. The character design is jaw-droppingly adorable, but the filmmakers don’t rest on those laurels, allowing Groot to be fierce and brave and vulnerable as the film progresses. He steals almost every scene he’s in.

It’s easy to dismiss the great work that Zoe Saldana does as Gamora, but that would be a mistake. She has the physicality to embody this living weapon, and the soul to give her life. I quite liked the way the film played the “unspoken thing” between Gamora and Quill, allowing their connection to provide an important emotional through-line without pushing the characters into any obvious romantic moments that wouldn’t feel right for either of them. I love the idea that, though Drax and everyone else categorize Gamora as someone who doesn’t dance, secretly with Quill she does. That’s their whole relationship right there in that one tiny moment.

The great Kurt Russell is perfectly cast as Quill’s father Ego. It’s great to see Mr. Russell in a film like this, and he fits right in. He has the charisma and energy and gleam in his eye to make him the perfect choice to be Quill’s father. There are some plot problems with what happens with this character in the third act (which I’ll get to in a moment), but Mr. Russell makes every scene he’s in, even the exposition-filled ones, sing.

I enjoyed the strength of the film’s themes, and the way the various stories paralleled one another as the various characters explored the pulls of family, both biological and chosen. The idea of the Guardians as a family by choice was present in the first film but explored far more deeply here. We see Peter confronting his biological father, while also learning so much about the man who actually raised him (Yondu). Yondu, meanwhile, is struggling with his own father figure, Sylvester Stallone’s Stakar. We see Nebula and Gamora confronting the scars their adoptive father (Thanos) left on them. We see Rocket’s discomfort with being a part of a family unit, while at the same time he functions as Baby Groot’s main parent without a second thought. Right away from the start of the film, we see all of the Guardians struggling with being a part of the family they formed at the end of the last film — this isn’t something that comes easy for any of them, and I like how the film doesn’t smooth over those issues inherent in who each of these characters are — and how by the end of the film they are each forced to truly choose that this is what they want (rather than just continuing to be thrown together as they were in the last film). This is strong, resonant story-telling.

The film threatens, briefly, to collapse under its own weight in the third act. There’s a big battle inside Ego’s planet that, for a moment, almost became the sort of CGI characters fighting in a CGI environment without any clear geography or stakes sort of mess that these big superhero movies sometimes turn into in the end. But Mr. Gunn keeps his train on track, and the actual climax of the movie turns out to be all about his characters, and it is surprisingly emotional. The words “Ravager funeral” meant nothing to me before the final minutes of this film, but Mr. Gunn and his team turned that sequence into a tearful but also uplifting moment that brought the film to a close on the best possible note. And then there were the five — count ’em, FIVE — mid-credits stingers!! All of them are great. More on those, too, in a moment.

OK, folks, some deeper SPOILERS ahead so readers beware. If you haven’t seen the film, turn back now.

The film’s biggest problems like with Ego. Let me say that I love that Mr. Gunn and his team chose this wonderfully bizarre and obscure Marvel comics character — Ego the living planet!! — to be the villain. I love the bravery of that choice. And, as I wrote above, I love the casting of Kurt Russell. The problem is that Ego, in the end, switches to evil super-villain far too quickly. He becomes too evil, too fast. Not only does he want to destroy the entire universe, but he killed Peter’s mom? Ech. I’d have preferred had we seen some conflict in Ego; he’d have been a more complex character, in my opinion, had he actually loved Peter’s mom but chose to abandon her because his selfish goals were more important to him. That would also have allowed Quill to have a more complicated choice at the end — to fight against his father, because while he might feel love for this newly-discovered father, he knows that Ego’s goals are wrong. But instead they make Ego one-dimensionally evil by having him reveal he killed Peter’s mom, which allows Peter to have an easy and simple choice to destroy his father in the end without him or the audience feeling at all bad about it.

I also felt Ego’s plan was fairly stupid. The film didn’t really sell why the Celestial Ego needed a child to be able to do what he wanted to do. Peter’s control over the “light” seems so tentative and weak, how could he really help his father in any way? And what exactly would Ego gain by making all of the galaxy into himself? I mean, I understand the character’s name, but I wish the film had better explored Ego’s psychology and why this is what he wants so badly.

But let me say, I grinned like a madman when we did finally see Ego’s planet with Kurt Russell’s face — an incredible realization of the (let’s face it, pretty silly) way that Ego has been depicted in the comics. (I was a little less taken by the huge glowing, pulsating brain in the center of Ego’s planet — that was a little too Futurama for me. And I love Futurama!!! It just seemed like the wrong choice here.)

Other comments:

* I thought the first Guardians of the Galaxy has an incredible soundtrack, but vol. 2’s is absolutely spectacular. There are so many extraordinary musical cues in this film. Personally I was particularly taken with the use of George Harrison’s “My Sweet Lord”, and Cat Stevens’ “Father and Son”. And hearing Parliament’s “Flashlight” over the end credits? Amazing!! I did not ever expect to hear P-Funk in a Marvel movie!!! And my very favorite P-Funk song!

* The look of the film is extraordinary. I adore the choice to bathe the film in bright colors. This is not a subdued, “realistic” looking outer-space film. No, this film joyously embraces all the four-color insanity and wonder and joy from the comic book source material. It’s quite amazing.

* How wonderful is the film’s opening titles sequence? It’s an incredible visual achievement (an extraordinary extended special-effects sequence made to appear as if there are no cuts), but most of all it strikes the perfect funny, irreverent tone for the film.

* I loved Sylvester Stallone’s two scenes as Yondu’s mentor Stakar. Mr. Stallone kills in both of those scenes, bringing a world of character and history into those moments. Even if you don’t know who Stakar/Starhawk was in the comics, I think you’ll love Mr. Stallone’s scenes. And if you DO know, you’ll be so happy at where the film goes…

* HOLY COW, THEY GAVE US THE ORIGINAL GUARDIANS!!! As comic book fans know, these movies have been based on the current Guardians of the Galaxy roster (a group popularized by the work of Dan Abnett and Andy Lanning starting around 2008). But in the original comics from the sixties and seventies, the Guardians were an entirely different group — and we saw almost all of them there at the end of the film! Sylvester Stallone’s character Stakar was the Guardians character Starhawk. We get a quick glimpse of the huge-looking Ving Rhames playing an unnamed character obviously intended to be Charlie-27, while Michelle Yeoh pops up as Aleta Ogord. Once I saw Ving Rhames as Charlie-27, I figured out that the crystal-headed dude who we saw with Stallone’s Stakar was Martinex (played by Smallville’s Michael Rosenbaum, completely unrecognizable). We even see two other original Guardians characters: Mainframe (voiced, apparently, by Miley Cyrus??!) and the red dragon Krugarr. The idea to take the Original Guardians — of whom, in the comics, Yondu was one — and make them instead, in the film, the O.G. Ravagers, is a brilliant idea. Will this wind up being a one-off joke for comic fans in this movie, or will we see Stallone and these characters again? I have no idea! But I am so happy now.

* Though not quite as happy as when I saw that cocoon!!! I adore Jim Starlin’s Warlock comics from the seventies, and of course Warlock was a key player in the Infinity Gauntlet series (written by Jim Starlin and illustrated by George Perez and Ron Lim) that these Marvel movies all seem to be building to. From what I have heard and read, it seems that Warlock won’t actually be involved in the upcoming Infinity War movies, that perhaps he might not actually appear until the next Guardians of the Galaxy film. That’d be a bit of a bummer for me, but still, to actually get this hint that Warlock is coming to the Marvel Cinematic Universe made me so happy. (The Sovereign Queen refers to her creation as Adam, which is Warlock’s first name, and in the comics Warlock was constantly reborn from a weird-looking cocoon. And, of course, Warlock in the comics is gold-skinned just like the Sovereign people were in this film.)

* This film is so steeped in obscure Marvel lore. Those references to the original Guardians, and to Adam Warlock, are extremely deep cuts. And how about that amazing Stan Lee scene, with the Watchers! Holy cow, we finally got the Watchers in a Marvel movie!!! I never, ever, ever would have thought those cosmic characters — so iconic from the comics, but also so weird — would ever appear on-screen. (And I love that Stan the Man is actually in two scenes in this film, rather than his usual one.) (And seeing Stan Lee conversing with the watchers is an interesting expansion on the fan theory that the reason we see Stan in all these Marvel movies is because he in fact is Uatu the Watcher, himself!)

* Speaking of characters from the comics who I never in a million years believed I would see on-screen: Mantis. I must admit that I wasn’t quite taken by this depiction of Mantis, quite different from the comics. I enjoyed Pom Klementieff’s work as Mantis, but I didn’t entirely understand her character’s role in the movie. Why, exactly, did Ego keep her around? Why would this celestial being need trouble sleeping? Why would Mantis feel any loyalty to this monster? (Was she acting entirely out of fear?) I wish she had been developed a little more.

* I was a little bummed that the Nova Corps, including Nova Prime (Glenn Close) and Nova Corpsman Rhomann Dey (John C. Reilly), didn’t appear in this film. Maybe next time. (Yes, I know we saw a Nova star-shaped ship in one shot of Xandar, but that doesn’t really count as being a part of the story.)

* On the other hand, there was Howard the Duck again!! Amazing!!

I suspect there are some who will feel this sequel pales in comparison to the first film. That first Guardians film had the excitement of discovery, which of course this film lacks. This sequel is not really connected to the ongoing Marvel continuity and doesn’t do much to move the larger story forwards towards Infinity War. You could say that the film is light on plot, and you can poke some holes in some of the third act twists. But for me, none of that matters, because of how thoroughly I enjoyed the way Mr. Gunn was able to mix humor and music and wacked-out visuals with incredible character work. I just love hanging out with these characters, and I love how the film allows us to do just that. I love the strength of the film’s emotional themes, and the way they all built to a crescendo in the climax. (If Michael Rooker’s delivery of the line about being Peter’s “daddy” doesn’t bring a tear to your eye, then you are made of sterner stuff than I am.) I had a big smile on my face watching this film, from start to finish. Mark another one in the “win” column for Marvel.